All I was saying

Is that id be nice to have an intermediary who’s memebershil appointed that is act at the discretion of the board but is separate and membership approved, I feel it would allow situations to be handled more smoothly Having a 3rd party to go to but who is still operated under the boards orders

Why more bureaucracy? If you have an issue, take it to a board member. They’re all elected.

Are you looking for an elected member advocate or de facto attorney to take issues to the board?

I don’t understand the goal here. I’m not quite discounting it because I do think some former members were shafted, but I’m not certain how what I think you’re proposing helps.


We just all saw a very long admission why a 3rd party would be a very good legal and otherwise idea to have

I guess you are looking for a member focused advocate? Unfortunately they would not have any powers, especially legal ones.

When I was on the board we desired to have someone serve as president that was not a board member for this reason. Someone that was always around DMS and could handle any day to day needs as well as be a sounding board for any issues.


No that’s 100 exactly what I feel would help the space, just a member elected one to do 100% what you put in place when you were on the board
And I said legally because like you’re saying they acted as a sounding board so it can take situation where the discriminatiory grey area and they can diffuse or facilitate resolving them before they reach a point where discrimination case could be seen, because just like sexual
Harassment in the work place of the employee doesn’t act and the persons able to prove they were emotional damages that’s a 7 figure verdict so it’d be really helpful to have someone who can be a lightning rod and help resolve stuff like that
To clarify settlement is when both parties agree a monetary verdict would be when the judge makes the decision

Except it’s not “just like” that because we aren’t an employer and have no duty to anyone’s fragile emotions.

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Weird, I thought DMS had an anti-harassment policy. That must’ve been some other kinder, gentler makerspace I was thinking about.


We do. But we don’t have a legal duty in the sense that an employer does - much less one that would result in a seven-figure liability. That was the only point.

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But when a member of the board were to say file a discrimination claim against the entity Dallas maker space, the entity would then be very much so extremely liable if that person has the slighted proof of discrimination! So we very much so should care about people “little feelings” because I don’t know if you have 7 figures laying around to settle but I’m willing to guess out insurance policy isn’t close to enough to be able to pay that

You raise an interesting point now.

Does the DMS as a whole have some duty or responsibility to the BoD members or possibly Officers of the corporation above that which is extended to a normal member? Do their duties in the organization possibly change their legal role in the group to more than a volunteer or member as we think of them?

I believe the BoD and the Officers are covered under the D&O insurance of the DMS. This is one point that may change their status in a way. Especially, if they are intending to harass or target members. This was seen during the Kris BoD when members of the BoD publicly targeted and defamed Andrew L with the protection of DMS to pay their legal expenses when Andrew L filed a defamation lawsuit against them as individuals, not against DMS as a whole.

Ya know – we used to have Membership meetings. We quit because they could never do anything official – they never made quorum. Without quorum, it’s just blather. The Membership meetings couldn’t make quorum back when we were at about 500 members. Nowadays when we’re over 1000? No way at all…

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Quorum for membership meetings is just not feasible with the current support of the group.

First, We would need to set aside a large amount of money just to pay for different ways to contact enough membership to even try to attract a quorum. Right now the group only funds something like this during an election of the BOD. This is also an amount of money that would be too much to ask of an individual member.

Second, How do you get the information to contact the membership? In the past individuals running for the BOD asked for this information to campaign and were denied it. If it is difficult to get that info while running for BOD, how do you get it just to arrange a membership meeting? Especially, if the BOD thinks you may be out to target them for something as they are the gate keepers???

Third, there is no single place at DMS that you can even start to house 1/3 of the membership for an organized meeting. At 1000 members your talking 330 people to make quorum. Generally, people need about 6 to 8 sq ft for theater seating in a room, meaning a minimum 2000 sq ft area just for seating. That is a big area, add AV, Presentation Area, ect. We just don’t have a spot to do it.

Please understand what you are suggesting by saying by suggesting membership meetings. It is weeks of work with the support of the BOD, It is expensive, and we don’t have the space to actually do it in person. To ask that of an individual with an issue is just telling them to quit the group.

Remember quorum is based upon the registered voting members not the membership at large. Still quite a bit of people.

That’s a special version of quorum that we set up for voting for the board. I’m too lazy to read the by-laws, but I don’t think we’ve ever redefined quorum for the Membership meetings. If we were crazy enough to call one, then Nick’s numbers would be accurate.


But at the same time they also all had to step down from the board to remove and prevent and legal affiliation with Dms as an entity to protect itself as a whole

Thanks for highlighting the exact rule. As well as the sticky caveat that the BOD has to pass a resolution for the meeting to be allowed.

It just isn’t feasible for an individual to tackle the Planning, Calling, and Running of a Membership Meeting. To remove the BoD’s approval process, you have to do a special meeting which requires 10% of voting membership to submit a letter to have the meeting, then the quorum requirements show up again to have any binding actions. It is near impossible to fulfill these requirements even in the most dire of circumstances. It has become a crazy ask, based on the bylaws.

I don’t believe they had to do anything, they may have chosen to step down.

On a side note, you make a lot of typos. You might consider glancing at your post in totality before posting. You would likely catch many of the typos and help the understanding of your points.

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The post you quoted to my knowledge is grammatically error free all though some of my post are like mad Libs where you have to add some words in for it to make sense that one is not! But I agree they weren’t forced to they were motivated by extremely compelling outside forces to step down, but that’s not what any of this is about, this is about why they chose to because the liability posed to us as a whole and the I feel compelling desire for a intermediary(who still act out the will of the board) who can serve as a like mentioned before kind of foreman on a job site around the space and also a lightning rod to be able to conduct and hopefully diffuse any issues brought to them and de escalate anything brought to them that might otherwise be felt best not to go to the board with and then it just builds and builds until it explodes! I feel it would serve a lot of good and have the potential to prevent (as mentioned above the reason the chose to step down) a legal downfall if it ever were to come to that

Chris, I’ll ignore the “!”, as yelling. Because, it must have been an accident, given it is the only punctuation you used in that entire post. LOL. Please take this the light hearted way I intend it.

I do feel your ideals are in the right place. But, your requesting a superhero. No person in DMS has the time, will, or support to do anything like you are requesting. It is an impossible job that the BoD will never make. The membership effectively can’t make the change given all the issues as well. That said, all the issues you highlight can be managed by a competent, willing, and dedicated BoD. But, not sure we will ever see a BoD at DMS that runs at that level of effort and skill.

Best wishes on your crusade, I enjoyed the thought process and reapproaching the system after a good amount of time not thinking about it.


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I do not believe this to be the case as I will explain next.

Want to conduct business at a member meeting? Develop a broad, visible consensus around an actionable agenda item that’s been developed through consultation with a representative cross-section of the voting membership. Promote the initiative and participation early and often as it is developed. The best time to put such an item before a member meeting is at a Board election, however there’s no reason that something of importance can’t be done any time of the year.

Once your final actionable agenda item with broad consensus had been fleshed out and finalized and the special meeting scheduled, ask the Secretary for a list of voting member’s email addresses in order to promote the agenda item - in fact have representatives of the working group make the request. Since your effort will have been ongoing and you’ve developed a coalition around it, your intent will be clear. Also, you’re asking for email addresses rather than closely-guarded mailing addresses which makes it more likely you’ll be granted the list, ‘mailing’ is free, and also makes it more likely that the message is read by the recipient.

This is unnecessary for an election or other special meeting conducting business. The agenda item(s) will have been locked in and are present in the notice. The meeting is not to meet in person and make/modify floor proposals or persuade members - the agenda item was locked well before the meeting convenes and should have been discussed during that period. The meeting is for the purpose of collecting and tallying votes - and as we’ve done for nearly all of our history, we can do this via electronic means. If someone is going to get hung up over interpretation of meeting protocols, the Board can delegate authority to a member to faithfully vote proxies as directed on the ballot.